EXHIBIT 4(b)(iii)
MODINE MANUFACTURING COMPANY
AND
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Rights Agent
Amendment Number 3
to
Rights Agreement
Dated as of October 15, 1986
RIGHTS AGREEMENT
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Amendment Number 3
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This Amendment, when executed, shall constitute a valid and
binding amendment to that certain Rights Agreement dated as of
October 15, 1986 by and between Modine Manufacturing Company, a
Wisconsin corporation (the "Company"), and First Chicago Trust
Company of New York (the "Rights Agent").
Recitals
A. The Rights Agreement provides that the Company and the
Rights Agent may supplement or amend the Rights Agreement as they
may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Rights Certificates.
B The Company and the Rights Agent desire to amend the
Rights Agreement in accordance with the terms of this Amendment.
C. The Company and the Rights Agent and the Board of
Directors of the Company, having received appropriate advice and
counsel, believe that the adjustment of the Purchase Price of the
Preferred Shares is necessary and desirable and in the best
interests of the holders of Rights Certificates.
Agreement
1. In consideration of the Recitals and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Rights Agent agree,
pursuant to the provision set forth in Section 26 of the Rights
Agreement, to amend the Rights Agreement as follows:
2. Section 7(b) of the Rights Agreement is amended by
substituting the following:
(b) The Purchase Price for each one one-hundredth
of a Preferred Share pursuant to the exercise
of a Right shall be $95.00, subject to further
adjustment from time to time as provided in
Sections 11 and 13 hereof and shall be payable
in lawful money of the United States of America
in accordance with paragraph (c) below.
3. This Amendment shall be effective as of December 18,
1996.
4. Consistent with the purpose and intent of Section 12 of
the Rights Agreement, the Company shall promptly prepare, file
and mail a Certificate of Adjusted Purchase Price, and prepare
and mail a brief summary thereof to each holder of a Right
Certificate in accordance with the terms of the Rights Agreement.
5. The Company and the Rights Agent agree that all other
terms, provisions, covenants, or restrictions of the Rights
Agreement, to the extent not inconsistent with this Amendment,
shall remain unchanged and in full force and effect.
6. Capitalized terms which are not defined in this
Amendment have the meanings given such terms in the Rights
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, as of the effective
date hereof.
(SEAL)
MODINE MANUFACTURING COMPANY
Attest:
By s/ W. E. Xxxxxxx By s/X. X. Xxxxxxx
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Title: Secretary Title: President and Chief
Operating Officer
(SEAL)
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
Attest:
By s/Xxxxx X. Xxxxxxxx By s/Xxxxxxxx X. Xxxxx
----------------------- ------------------------------
Title: Assistant Vice Title: Vice President
President
